Pershing Gold Raises $9.0 Million in Private Placement

Published 7:54 AM ET Mon, 12 Aug 2013
Globe Newswire

LAKEWOOD, Colo., Aug. 12, 2013 (GLOBE NEWSWIRE) -- Pershing Gold Corporation (OTCBB:PGLC) announced today that it has raised approximately $9.0 million through the sale of Series E Convertible Preferred Stock and warrants pursuant to subscription agreements with certain accredited investors.

In addition, the remaining lender under the Credit Facility Agreement dated February 23, 2011, as amended, exchanged the outstanding principal and accrued interest of approximately $646,000 owed by the Company under the Credit Facility Agreement for shares of Series E Convertible Preferred Stock and warrants on equivalent terms to those investors purchasing in the private placement.

The initial closing of the private placement, together with shares issued in exchange for amounts owed under the Credit Facility Agreement, consisted of the issuance of 9,743 shares of Series E Convertible Preferred Stock for $990 per share. Each share of Series E Convertible Preferred Stock is convertible into shares of common stock at a conversion rate of 3,000 shares of common stock for each share of Series E Convertible Preferred (equivalent to a conversion price of $0.33 per share of common stock), or 29,229,000 shares of common stock in the aggregate. The investors also received a three-year warrant to purchase an aggregate of 11,691,600 shares of common stock at an exercise price of $0.40 per share. The Series E Convertible Preferred Stock is not entitled to receive dividends unless dividends are declared on the common stock. The Company reserves the right to sell additional shares of Series E Convertible Preferred Stock and warrants at any time through August 23, 2013 up to a maximum gross offering amount of $15.0 million.

The Company expects to use the net proceeds of the private placement for advancement of the Company's Relief Canyon project and for general corporate purposes.

The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended ("Securities Act") or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. As part of the transaction, the Company has agreed to file a registration statement with the Securities and Exchange Commission for purposes of registering the resale of all of the common stock issuable upon conversion of the Series E Convertible Preferred Stock and exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Series E Convertible Preferred Stock or warrants or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Legal Notice and Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including those with respect to the expected use of proceeds from the private placement, are "forward-looking statements." Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, interpretations or reinterpretations of geologic information, unfavorable exploration results, inability to obtain permits required for future exploration, development or production, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; and fluctuating mineral and commodity prices. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2012 and each subsequently filed Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of the information contained or referenced in this press release.